The Rise Of Shadow
by XxScottacusxX
Summary: An Old Friend from Twilight's life in Canterlot returns as Equestria is threatened by a new evil that threatens to destroy every thing the mane six know and love. My first Fanfic PLZ rate and review fairly.
1. Part 1: The Fall Of Equestria

**My Little Pony: Friendship is Magic: The Rise of Shadow**

**Prologue**

_Freedom! So close now that he could taste it, that foolish Celestia and her dark sister surely hadn't thought that the elements magic could hold him forever! Sure he had been imprisoned for almost three hundred years but that had also given him three hundred years to work out how to resist the elements power, three hundred years of watching and planning. He had seen Celestia pass the elements to those foolish little fillies, seen the fall of Nightmare Moon, Discord and Chrysalis. But their mistakes had taught him and he had learned well and he would not be stopped, he had a plan and he __**would**__ destroy Celestia. Equestria __**would **__be his__**.**_

**Chapter One: The Princesses Worst Fear**

In the royal city of Canterlot Princess Celestia was teaching her pupils at the royal academy when she heard her sister land on the balcony behind her. "Luna, why are you awake?" she asked confused, Luna was only ever supposed to be awake during the night. "I felt her sister," said Luna grimly looking anxiously at the young ponies who were looking at the two sisters with profound interest. Celestia quickly turned telling them she would return in a moment and then followed Luna outside the classroom. "You felt Nightmare Moon?" she asked growing very concerned "Yes." "But she was destroyed wasn't she? By Twilight and her friends?" "So we thought but then she returned to me." "When?" "The first time was when Discord escaped and then there was just now." "I don't understand…" Celestia said shaking her head. "I think I do," Luna replied. "I think she only returns if there is a great evil threatening Equestria." "But all the great threats are beaten back; Nightmare Moon locked away, Discord turned to stone." But then Celestia's eyes widened with fear as she realised the one threat she had not listed. "Luna, get to Shining Armour and have him prepare the guard." "Why? What is it?" "Luna, it's Him." "Sweet Celestia save us all." Luna whispered fear spreading across her own face. "I'm trying to! Once you get to Shining Armour head to the Agents and tell them to find Twilight and her friends and protect them at all costs." "I shall." said Luna her wings flapping erratically as she tried to fly away while still controlled by fear. Once she was no more than a speck above the city Celestia turned and walked back into the classroom working hard to keep an air of calm so she would not frighten he students. She reached her desk, found a quill and some paper and began to write._ To_ _my dearest and most faithful student Twilight Sparkle…_

**Chapter Two: That First Kiss**

"Go on Fluttershy, it's your turn!" Said Pinkie Pie with that constant laugh that was always in her voice. "I, uhhmm… uhm… pass." Squeaked Fluttershy her eyes looking anywhere but at her friends, Pinkie nodded. "Okie Dokie Lokie then, Twilight what about you?" Twilight Sparkle ruffled her purple fur and smiled "Well, it's a bit of a long story…" She said carefully "So?" said Rainbow Dash "You're the last one of us who still has to tell a first kiss story." "Okay, okay." Laughed Twilight "Back when I was in Canterlot at the royal academy there was one stallion everypony liked. He and his friends were my age but they seemed that bit older, they wanted to join the royal guard you see." "What was his name?" asked Applejack "His name was Scotty," replied Twilight dreamily "One day Canterlot was attacked by a zebra army. Me and some others ended up trapped with Scotty and his friends Ratty and Sparky. We tried to reach the palace but we couldn't cross the courtyard without being spotted. Scotty and his friends went into the courtyard to distract them for us but before he left Scotty walked right up to me, told me he loved me and kissed me…" Twilight's eyes glazed over as she remembered that day. "Wow…" said Rarity "What happened to him?" asked Fluttershy "He… well they don't know for sure but he was never found after the battle." Tears began to roll silently down Twilight's cheeks and Rarity shot forward to embrace her. "I think that's enough for today." Said Rainbow Dash tactfully standing and ruffling feeling back into her wings, the others all nodded and one by one said their goodbyes and left leaving Twilight sitting with Spike in her library. When they had all gone Spike got up and laid a hand on his friend's shoulder. "I'm sorry Twilight." He said choosing his words carefully as Twilight was delicate when upset. She gave him a half smile "He isn't dead Spike," she said after a while "He can't be." "How do you know?" "I just… do." The long silence that followed was suddenly broken by a belching sound from Spike who deftly plucked the scroll from mid air and opened it. He read it fast and his eyes widened in shock, horror and fear. "Twilight…" he near whispered holding out the scroll. "You might want to read this."

**Chapter Three: The Agents**

"And with this I can tell you that you are in the gravest danger and that I am sending you my two most trusted agents to protect you until we can be sure that this threat has been quelled." Twilight rolled up the scroll and looked out over her friends solemnly. "Does the Princess think we can't handle ourselves?" asked Rainbow Dash seeming more angry than worried. "No, she never writes to me like this." Said Twilight "Whatever this is it has her worried as well, she just wants to make sure we're safe." "So when do these agents arrive?" Asked Rarity "According to this they are taking the morning express which means they should be here in about ten minutes." Answered Spike who was looking at a second scroll that had just come through. "Then we mustn't go wastin' any time." Exclaimed Applejack heading for the door, causing the others to follow suit.

When the morning express pulled in to the Ponyville station the sky had become grey and overcast and the rhythmic pitter patter of rain bouncing of the shelter marked the beginning of a storm. Twilight was the only pony stood out on the platform not caring about the rain, the evil that even scared Princess Celestia was likely coming for her and her friends and she was ready to show that she was strong and ready for it. The doors opened on the carriages allowing the trains occupants a mad dash for the shelter of the station. Twilight became aware of her friends gathering behind her as she saw two ponies, one a pegasus the other a unicorn, step off of the train and make a beeline through the dashing crowd for them. It took Twilight a moment before they became clearer through the rain and when they did she stood rooted to the spot for a moment before darting forward towards them. Just as she reached them she raised her right foreleg and smacked one of them around the face, he looked at the other one and then back at Twilight before saying "What did I do to deserve that?" Twilight then pulled him into a choking hug before replying "You let me think you were dead for five years!" At this he laughed, shrugged a pair of strong shoulders and said "Fair enough." Twilight made a small whimpering sound at the back of her throat before hugging him again. "Did I miss something?" Asked Rarity confused, it was Spike who answered her. "It has been a long time since I have seen him." "Who is he?" "That's Scotty."

**Chapter Four: The Explanation**

In that few minutes on the train station platform Twilight had nearly fainted from the wave of emotions that raced around her body like flames – relief, resentment, anger and the only one she was feeling now above all the others love. Scotty and Ratty were now standing in the centre of the library with huge grins on their faces, after a while Ratty ruffled in the pocket of his cloak and brought out a small gold bit and tossed it to Scotty who caught it expertly with his wing. "What's that for?" asked Twilight confused. "We had a bet," Scotty explained "On where you would be living, I bet a library." "What did Ratty bet?" "A laboratory." Said the blue unicorn smiling. This brought laughter from everyone in the library who were all sitting around the fire attempting to warm up. "So," Twilight began. "You're alive." "Well noticed." Said Scotty as he sat down beside the fire and sighed as the heat washed over him. "How?" "Long story." "We're not going anywhere." Twilight pointed out, gesturing to the window through which could be seen sheets of rain that might as well have been going sideways. Then just to make her point she sat down. Scotty sighed and tapped his hoof on the ground a few times before he began. "When the zebras attacked we knew we had to get you and the others to safety so we contacted the princess and told her we were on our way to the palace, she agreed and told us to be careful. We were, but there was still no way we would have all escaped. So we sent you off and moved to hold off the zebras there. We held them off long enough for your brother and the rest of the guard to arrest them. After that Celestia came to us and offered us a job." Scotty paused here. "What was the job?" asked Rainbow Dash who was sitting on top of a bookcase near to the fire. "Working as the first strike team for the Equestria Secret Service." Scotty replied. "You're joking!" Exclaimed Twilight leaning forward. "No that's completely true." Replied Ratty. "Anyway we spent about a year in training, then three serving on the front lines of the war in Saddle Arabia, and then we have been on missions all around Equestria for about a year now." Said Scotty. "Why didn't you tell me you were still alive?" Twilight asked him. "Believe me Twi, I would have wanted nothing more but we were not allowed because of our jobs." Twilight nodded at this before her brow furrowed and she said. "Wait, there's only you two here, where's Sparky?" Scotty and Ratty exchanged glances before their faces became pictures of sadness. "He never made it out that courtyard. Zebras grabbed him." Scotty stopped and turned to the window. "No-pony has seen him since." Twilight nodded sadly, Sparky had been her friend too. Spike yawned loudly breaking the silence. The day was fading fast but the storm was showing no signs of stopping. Twilight stood up. "Spike, bring up blankets and pillows for everypony!" She said. "No-pony is going anywhere in that storm, so you'll all be staying here."

**Chapter Five: Shadow **

The first screams to echo through Ponyville woke Scotty and Ratty who rolled to their feet and into defensive stances, a manoeuvre they had practised hundreds of times and had got down to a fine art. Once they were satisfied that there were no immediate threats nearby they quickly roused the others. Once they were all woken Twilight opened her mouth to ask what was going on when a scream split the silence. As one they all moved to the window in time to see Derpy Hooves and Time Turner running past with three Zebras chasing them dressed in black armour. "Zebras," Scotty spat angrily. "Every time its zebras." "What do we do?" asked Pinkie backing away. "We don't panic." Replied Ratty his face grim. At his point Rarity decided to panic and run screaming into the night. Scotty looked at Ratty and some unspoken communication passed between the pair before Scotty spoke up. "Alright, everypony stick together and we'll go out, find Rarity and come back here, we are doing nothing else. Got it?" Once everyone had agreed they grouped together and left the library. Almost as soon as they stepped into the rain they were attacked by two zebras. Not that the zebras got very far, Ratty tripped one and sent it tumbling into Scotty's hind legs which he fired off in a vicious two footed kick that dented its armour and knocked it unconscious. The second one then met one of Scotty's hooves which he brought up in a quickly executed spin kick that sent the zebra sprawling in the mud. They ran on after this, with the agents protecting them from attacks until they reached the square in front of Rarity's shop where they all stopped and stared in horror. Fire was passing along the rows of houses and ponies were running around in fear as the black armoured zebras ruthlessly hunted them down. But by far the most horrific thing was Rarity, held upside down in obvious agony with a black magic aura surrounding her. The ponies all ran to her when suddenly a hideous hissing whisper filled their minds making them stop and clutch their heads. "So," The voice said. "This is Celestia's secret weapon. Six fillies and two overly ambitious colts. Well, I am disappointed." Scotty fought his way to his hooves and yelled at the air. "Show yourself!" "You asked." Said the voice. With that there was an ear splitting crash and suddenly a huge black and navy blue pony stood bellow Rarity in the centre of the square. He had two horns sprouting from his head and his unicorn horn was raggedly broken, he also had a pair of dragon like wings and red lizard like eyes. "Who are you?" Asked Scotty above the roar of the wind. "I'm Shadow, my dear Agent Scotty and I am the worst thing you shall ever face in your, from here on short, lives!" "Let Rarity go!" Yelled Twilight standing strong at Scotty's side. "You asked." Shadow said again and threw Rarity through the doors of Carousel Boutique with a sickening crash. "Rarity!" Yelled Applejack running after her, the others following, leaving Scotty, Ratty and Twilight standing facing Shadow. "Give up Shadow!" Yelled Ratty. "Three on one! That's not fair!" Whined Shadow putting on a fake pout before smiling. "Not that I need it but I'm gonna bring in some help anyway. I mean my little team is just dying to meet you again Agents." With this two new ponies stepped out of the shadows. One was a zebra with red eyes and an ugly scar running down his face and the other was a dark green unicorn with golden eyes and a black mane with red streaks through it. "White Stripe." Scotty said as if he had been expecting it addressing the zebra. "What's the matter Scotty? Nothing to say to me?" Asked the unicorn. At the sound of his voice all three ponies froze and looked at him. "Sparky?" Scotty asked aghast. "Its Dark Spark now thank you." Said Dark Spark. "OK family reunion time over." Interrupted Shadow "But I'm afraid it really it is time for you all to die." "You shall be doing no such thing, Shadow!" Yelled a commanding voice from behind them. The group turned and saw Princesses Celestia and Luna walking up behind them dressed in armour. "Ah, yes I was wondering when our great rulers would be joining us." Said Shadow nodding. "Twilight, my student," Said Celestia. "You have done well but we can handle things from here, go and help your friends." Twilight nodded and ran to the shop to help Rarity. "It's over Shadow!" Yelled Luna from her sister's side. "Luna my dear, it is far from over. You really shouldn't have come here tonight." Then he took a step forward, lowered his head and a spear of black magic shot from his broken horn and struck Luna straight in her chest. She cried out but before anyone could do anything she was lost behind a veil of blackness. Meanwhile White Stripe and Dark Spark charged at the agents and Celestia lowered her head and fired her own spell at Shadow which he nimbly dodged. Ratty was quickly overwhelmed by Dark Spark who kicked him and sent him spinning through the doors of the burning town hall. Scotty then beat back the zebra and his former friend before turning in time to see Celestia get struck by a bolt of blue magic and be sent sprawling. The black veil surrounding Luna dissipated, only it wasn't Luna who was standing over Celestia. "Hello again, Sister." Said Nightmare Moon. Shadow smiled and ordered Nightmare Moon to take her sister away before he turned to Carousel Boutique and Twilight and her friends. He gave them a menacing grin before his horn glowed again making a black aura surround the shop, which promptly collapsed on top of the six friends. "NO!" Yelled Scotty as he was struck by a wave of black magic and flung backwards through a house. As he lay in the street with his wing bent at an impossible angle, he saw zebras round up the citizens of Ponyville and take them away and Celestia being unceremoniously dragged into a black chariot which then took off into the night. He saw flames spread all around the town and burn it slowly to the ground. He lay there for nearly an hour before, mercifully, darkness covered his vision.


	2. Part 2: The Dawn Of War

**Chapter Six: Ashes**

Scotty awoke slowly, certain elements of his surroundings appearing faster than the others; he saw a picture on the wall, a bandage wrapped around his wing and Ratty standing at his side watching him concernedly. Eventually, after what seemed like an age, he sat up. Ratty smiled at him but his face was grim. "How long was I out?" Scotty asked him. "Three days." He replied helping Scotty to his feet. "What happened in Ponyville?" "Once Shadow left with Celestia we attempted to follow him but we lost him." "We?" "It'll take more than a building to stop us." Laughed Rainbow Dash as she fluttered into the room, followed by Pinkie and Fluttershy who were carrying Rarity between them, Rarity had her left foreleg in a sling. Behind them came Twilight who, when she saw Scotty, broke into a huge grin and ran to him, wrapped her legs around his neck and held him in a close hug. He hugged her back and laughed. Rarity turned to Ratty and spoke. "Applejack just came back, she didn't find much food but it's enough." Ratty nodded and turned to Scotty. "Come on then, lets get you fed and we'll tell you what's been going on since you got knocked out." Once breakfast was eaten the group quickly filled Scotty in about recent events. They were in one of the Secret Service's emergency bunkers in Ponyville. The entire town had been burnt to the ground and the townsfolk rounded up and taken away. Then Shadow had gone to Canterlot and had quickly defeated the guard there before claiming the throne. Princess Celestia had still not been tracked down and only Shadow's group of leaders: White Stripe the zebra general, Dark Spark and Nightmare Moon knew where to find her. "So," Said Scotty finally after their story was finished. "We need the Elements of Harmony to stop Shadow, but they're sealed away in a vault which only Celestia can open. This means we have to capture and interrogate one of Shadow's lieutenants, rescue the princess and save all of Equestria." "Yeah…" Said Rainbow looking slightly unconfident. "Walk in the park." Said Scotty smiling. "Who are we going to capture?" Asked Applejack as she chewed an apple. "You guys say that Shadow keeps Nightmare Moon and Dark Spark close so that leaves only White Stripe." "Who is now ruler of Los Pegasus." Pinkie pointed out. "Only makes things a little bit more complicated." Said Scotty. "This is all very well and good but, well two things," Said Ratty shaking his head. "Firstly, there are two ponies here with crippling wounds." "They'll heal." Said Rarity shrugging her shoulders. "Secondly, there are only two ponies here with any real combat experience. No offense." "None taken." Muttered Rainbow as she folded her legs across her chest. "Also not a problem." Said Scotty standing up and walking to a button on the wall. "How do you plan to make these girls into ponies capable of taking on an army of zebras?" Asked Ratty. "This is one of our bunkers." Scotty pointed out as he pressed the button causing part of the wall to open, revealing a vast space filled with target ranges, flying courses, obstacle courses and training dummies. "We simply train them."

**Chapter Seven: Gadgets**

Over the next week the group trained without stopping and by the end of it all even Ratty agreed that the six girls had trained themselves up to a level worthy of agents. Fluttershy had come to a par with the average speed of an agent through the flight courses. Rainbow had of course, smashed right through the current record, held by Scotty. Both Twilight and Rarity could move through the target range in a matter of seconds and still have a 97% accuracy rate on their spells. Pinkie had never been caught out once by the constantly changing obstacle course and Applejack had made Scotty and Ratty stitch and restitch every one of the training dummies every time she kicked them. On day six however Scotty stopped them all early. "Well done," he said grinning as Ratty flipped him yet another gold bit. "You have all mastered your own fields of expertise, but being an agent isn't about being the best at what you are already good at but also what you have no skills in at all." He looked down at six very confused faces before continuing. "For example, Ratty here is going to now perform the flight course." This caused even more confusion, how was this possible? Ratty was a unicorn, he had no wings to fly with. Ratty grinned and tapped his right foreleg of the ground three times, in response to this, blue flames shot from the bottom of the armoured boots he was wearing and he hovered off the ground. Then the boots fired off more flames and he shot off around the flight course with ease. Meanwhile Scotty carried on talking. "Flight boots for all non-pegasus agents, tap three times to activate them and then control them with your mind, think left and you will move left." He produced four sets of boots and placed them in front of the group. Then he raised his head, looked straight at one of the target dummies and a blue magic bolt darted from a necklace he wore with a blue gem stored within. The bolt struck the dummy and it fell backwards, bolts of blue lightning darting around its body. "Magic storing necklace of all non-unicorn agents, control it with your mind and it will do your bidding, think fire and it'll fire." He laid four such necklaces next to the boots. "These are yours now. Use them well." With this Ratty landed gracefully next to him and the six girls stepped forward, collected their gadgets and began training again.

**Chapter Eight: Dark Spark**

_Sparky hated himself; he had hurt and quite possibly killed his best friends and had been instrumental in the fall of Equestria. But that wasn't him, he wasn't Dark Spark; mindless evil thrall of Shadow. He was Sparky; student of Celestia and saviour of Canterlot. Just as the dark pony before him wasn't Nightmare Moon, she was Luna; princess of Equestria and Mare of the night. It was Shadow's magic that had done this to them, that had corrupted and tainted them. But they couldn't fight it, couldn't beat it, could they?_

**Chapter Nine: To Los Pegasus**

It took yet another full week for the group to master using the gadgets to a level the agents were satisfied with. Once they were satisfied however things began to move suddenly faster. They packed food, camping gear and armour into saddlebags which they then slung over their bodies and then they opened the hatch that served as the entrance to the bunker and set off south westwards towards Los Pegasus. This was a two day journey by train but the group was on foot and was taking a less risky route than following the railway so it was likely to take closer to a week. The route they were following took them to the edge of Ghastly Gorge to the south and then westwards along the edge of the San Palomino Desert until they reached Applewood and Los Pegasus. They marched in a closely bunched group, having to hide from zebra patrols and avoid the dark creatures that lived upon the road ahead. They marched through rain and wind, snow and sun. When they finally came upon the rise that overlooked their destination there were no sighs of relief, no celebrations that their journey was at last over because they all knew that the real adventure was only just beginning.

**Chapter Ten: City of Friends and Enemies**

"We will head for the nearest safehouse in the city." Scotty told the group as the entered the city. "I have arranged for the Los Pegasus division of agents to meet us there." It took the group almost two hours to reach the safe house due to the fact they had to avoid being spotted and with someone with hair like Rainbow Dash in your group this is not an easily achieved feat. When they eventually got to the door of the house they all breathed a sigh of relief at simply being safe, for now at least. Scotty knocked on the door in a peculiar rhythm and it swung open revealing an exhausted looking pegasus. He had and orange body with a spiky brown mane that was streaked with blue. His eyes were dark blue and his ears came to a sharp point. He wore a creased blue business suit and a magic storing necklace. "You took your time." He said in an accent that would have been Scottish if he was on earth. "Can't be too careful when every zebra in Equestria is looking for you." Scotty replied quickly. The pegasus nodded and took a step back. "Well don't just stand there, come in." He said warmly. Scotty nodded his thanks and the group trooped into the house. "Jocky McJock," said Scotty to the pegasus. "Meet Twilight Sparkle, Rarity, Pinkie Pie, Rainbow Dash, Applejack and Fluttershy. Wielders of the Elements of Harmony and multiple time saviours of Equestria." Jocky nodded to them all and said. "A pleasure." Then. "Come through, do, Fii is just preparing dinner." "Oh, Fii's here?" Asked Ratty coming forward and falling into step with Jocky. Meanwhile back with Twilight and the others Scotty muttered. "There is no way I am doing that introduction again." The group entered a large kitchen with a green unicorn in it working at a baking oven. She turned, grinned at them and pulled Scotty into a crushing hug. Twilight took an instant dislike to her. She had choppy cut sandy brown hair with red streaks, violet eyes, a pale nose, and three freckles beneath her eyes. Luckily Scotty's wish came true as Ratty took over the introductions this time revealing the unicorn's name as Filly Fii. "Pleased to meet you all." Said Fii kindly. "But come, you must be hungry, let's eat and then talk about your business here." They ate in silence and when they were all finished Jocky sat forward. "Now, I assume you're here to deal with White Stripe." "We need him to give us the location at which they are holding Princess Celestia." Replied Scotty. Jocky nodded. "Well you are going to have some difficulty getting to him. He is holed up at the top of the skyscraper in the centre of town." "Is there a way of getting to him?" "Not easily, and it won't work for all of you." "Then we won't all go just me and Ratty." "Okay then, in that case I have a plan." Jocky smiled.

**Chapter Eleven: Lord of the Zebras**

The next day Scotty, Ratty and Jocky walked through the centre of town to the grand glass skyscraper in which White Stripe was to be found. The trio were dressed in business suits and sunglasses. They walked up to the zebra that was serving as the security guard in the lobby and showed him IDs which had been lovingly hoofmade by Fii the night before. After a moment he nodded and waved them through to the lift which was laying waiting for them with two zebra guards inside of it. They got in and the doors closed and the lift began to climb. When it reached its destination the three agents left it with Scotty fixing his tie, leaving two unconscious security guards inside. They reached two big double doors which opened automatically and allowed them to enter a large office. Two guards stood either side of the door and there, sat behind the desk in the centre of the room was White Stripe. The group entered and pulled off their sunglasses. White Stripe's eyes widened in shock as he recognised the three ponies now stood in the centre of the office. The agents didn't miss a beat, Jocky and Ratty launched into two hoofed spin kicks that instantly knocked out the two guards and Scotty launched a blast of energy from the necklace he wore that struck White Stripe and sent him sprawling. Scotty flapped his wings twice and landed on the zebra lord with a two hoofed kick that knocked the wind from him. Then the agent picked up the zebra and threw him through a glass wall, before charging him again, he punched him again and again and then yelled into his face. "Where are you holding Celestia?" White Stripe shook his head so Scotty hit him again. "Okay, Okay!" Spat the zebra. "She is in the Chill, the inescapable prison in the ice fields." "Thank you." Said Scotty and punched him again, knocking him out. "Scotty! We have a problem!" Yelled Ratty from across the office. Scotty ran to him and looked out of the window in amazed horror. An army of dragons, zebras and griffins were laying waste to the city below them. "It was a trap!" Said Scotty. "Shadow knew we would go for White Stripe, so he set a trap, as soon as he was knocked out his army would destroy the city!" "What do we do?" Scotty turned to his friends who were watching him intently, expecting him to flee. "We fight! For Equestria!" And with that Scotty spread his wings and leapt out of the window into the chaos of battle below.


	3. Part 3: The Battle for Los Pegasus

**Chapter Twelve (A): The Battle for Los Pegasus, Scotty's POV**

Scotty knew he shouldn't be flying, the damage he had already done to his wing was substantial and he was risking losing the ability to be able to fly again by charging down into battle like this but he knew that Equestria's best hope was resting in an ESS safe house on the far side of the city. He heard a rush of wind come up behind him and turned his head, Jocky was flying behind him and to his left and on his right was Ratty trying hard to concentrate on keeping himself steady on his jet boots. Further behind them was a squadron of black armoured griffins, Scotty looked at his fellow agents. "Keep them off me until I reach the safe house!" He yelled. The pair nodded and dropped back out of sight. Scotty flew on and was only a moment away from the safe house when a griffin slammed into his side. If he had been in his armour the blow would have barely scratched him, but as it was he was wearing a thin business suit which offered minimal protection. He crashed through the roof of a nearby building, scaring an old mare witless in the process, and slid to a stop against a wall. He picked himself up and made sure nothing was broken then he turned to face his attacker, the griffin was hovering above the hole Scotty had made, waiting. He beat his wings and darted upwards. He slammed his full weight into the griffin, forcing her upwards, away from the innocent ponies below. The pair rose high above the city and Scotty glimpsed a dragon climbing the skyscraper where they had left the unconscious White Stripe. Then the griffin hit him again, her eagle like claws raking deep cuts into his cheek, and he fell. Fast. He spread his wings and came to a stop inches from the pavement, a fall which would have killed him had he slowed himself a second later. His mind raced, the griffin was too good an aerial combatant and he couldn't beat her in the air, he needed to get her on the ground. He let himself drop gently and started to run towards the safe house. There was a rush of air behind him and he dropped to the ground as the griffin shot overhead. He stood up quickly and braced himself as she spun around and shot back towards him. He took aim and let a powerful stun bolt loose from his necklace, the shot hit her square in the chest and she dropped to the ground and slid to Scotty's hooves. He rolled her onto her back and stood on her wings, looking down into her eyes beneath her helmet. "Wrong pony to play with." He told her and slammed his forehooves into her face knocking her out cold. He spun and tasted copper; he spat out blood and carried on to the safe house. He knocked on the door in a quick three beat rhythm. The door swung open and revealed the magical glow of three unicorn horns; Fii, Rarity and Twilight. He breathed a loud sigh of relief at the sight of the three of them before realising that they hadn't lowered their magic. "If I were y'all, I'd be gettin' out of tha way real fast." Came Applejack's voice from the shadows. Scotty nodded and dived to the left as three powerful stun spells shot from the doorway hitting the zebra that had been standing behind him full in the chest and throwing him across the street and into the wall of another building which he slid down slowly. Scotty looked at him for a moment before turning back to the door. Fii was stood in the doorway, clad in her silver armour, her face grim. "Get the girls ready to move." Scotty told her as she let him pass into the building. "Do you know where Celestia is?" She asked him. "Yeah, we do and we have a long way to go yet." He replied as he opened one of the saddle bags sat on his bed and grabbed the silver armour that fell out of it. Fii nodded and moved off to find the girls while Scotty shrugged off the torn suit and pulled his armour on.

He had just placed his helmet on when there came a second knock at the door. Preparing himself for an ambush Scotty pushed open the door revealing Jocky standing on the step. Scotty ushered his friend inside and closed the door. "Where's Ratty?" He asked the orange pegasus. "The lad's with the ground resistance, trying to clear a path out of the city." Replied Jocky as he pulled his own armour out of a wardrobe. "White Stripe's escaped on a dragon, but we're putting up a good fight for the air as well." "Who's leading the air resistance?" Asked Scotty. "Spitfire and her Wonderbolts." Answered Jocky, which took Scotty aback. "Shadow left them alone?" He asked but Jocky shook his head. "He tried to capture them but they escaped and dropped off the map, until now anyway." Scotty nodded before he looked around, the six girls and Fii were stood behind him, waiting to be told what they needed to do. "Ok, the roads are crawling with zebras and the air is flooded with griffins but I think that flying is our quickest and safest way out of this city, use your boots and spell necklaces, if we get separated meet up at white tail woods north of the city." He looked about the six scared faces before him. "We'll be fine, stick together and good luck." They stepped out into the street and took off flying northward in a tight triangle formation.

They had travelled for about two minutes when they encountered combat. A squadron of griffins were flying around a single target; Fleetfoot the Wonderbolt. There was a cry from within their group as Rainbow Dash spotted her hero under attack and a rainbow streak shot past Scotty and slammed into one of the griffins. He cursed and fired a bolt of magic at another griffin who tumbled out of the air. One by one the griffins fell, leaving the group and Fleetfoot hovering above the streets looking down. "Fleetfoot, you alright?" Asked Scotty quickly, the dazed Wonderbolt nodded. "Where are Spitfire and Soarin?" Asked Fii. Fleetfoot turned to her. "They're with Ratty, fighting around the bottom of that Skyscraper." "Do you know who's leading the attack?" Scotty pressed and Fleetfoot nodded. "Dark Spark's in charge now." Scotty nodded grimly. "I thought so." "I need to get back there and help them out." Fleetfoot said preparing to fly away. "I'm going with you." Said Rainbow Dash. "What?" asked Twilight and her friends loudly. "There are ponies here that need help," Dash explained. "If I can help them I will." Scotty nodded before saying. "Only if Jocky goes with you." The rainbow pegasus nodded and the trio set off towards the skyscraper.

The remaining ponies carried on until they were over the fields outside the city when a spell shot from behind them, catching one of Twilight's flight boots and sending her tumbling down onto the grass below. She had barely landed when zebras surrounded her. Scotty turned back towards her when there was an ear-splitting roar; a dragon. At the sound Fluttershy's wings locked fast to her sides and she too dropped from the sky into the hooves of the waiting zebras. Fii slammed into Scotty's side, driving him away from Twilight, back into the air. "What are you doing?!" He yelled at her twisting out of her grasp. "You going down there now would be suicide, what good would getting yourself killed do for her?" Scotty looked at Twilight once more and saw a dark green unicorn smiling up at him and next to him; a rainbow maned pegasus, a blue unicorn, an orange pegasus and the three Wonderbolts. Zebra soldiers brought Fluttershy and Twilight to Dark Spark's hooves and chained them to the others. Scotty sighed. "Ok, yeah, you're right, we can't help them here. We need to keep going." The other three girls protested but there was something in Scotty's voice that made it final and they relented and flew northward. Scotty risked one final look at the city as the great skyscraper collapsed burying it under a layer of rubble. Los Pegasus was lost.

**Chapter Twelve (B): The Battle for Los Pegasus, Ratty's POV**

"Keep them off me until I reach the safe house!" Scotty called back to Ratty and Jocky who nodded. Ratty fired his boosters launching himself backwards towards the griffins. He looked at Jocky. "You think we can pull off a Baltimare manoeuvre on these guys." "Aye, I was just about tae say that lad!" Nodded the pegasus and he beat his wings and glided over the three griffins who all turned to meet him forgetting momentarily about the unicorn. By the time they remembered Ratty had slammed his full weight into them sending one spinning wildly into a building with a loud crack, the griffin remained stuck to the wall. Jocky tackled another one and slammed him into the ground, knocking him out cold. The last griffin faced the two agents at once and they hit her as one sending her sprawling. A sound like the ground was splitting open hit the pair as they stood catching their breath and they turned to see a huge dragon begin to claw its way up the skyscraper. "I'm going tae go out on a limb and say that that's White Stripe's way out of the city." Said Jocky spreading his wings. Ratty nodded and tapped his hoof on the ground three times, firing off his boots. "Then let's go bag us a dragon."

They spent almost five minutes flying around the dragon attempting to slow it down but really they were nothing but pesky flies. As White Stripe picked himself up and climbed onto the dragon's back another group of griffins attacked the agents, forcing them back. Then three black cloud contrails, highlighted with lightning bolts slammed into the griffins and knocked them out cold. Spitfire swung around to a stop in front of them. "Ratty, Jocky, long time no see!" She smiled and Ratty grinned back at her. "You got here just in time." "White Stripe got away." Pointed out Jocky. "Don't worry, we'll get another shot at him." Replied Ratty, before turning to him. "I'm going to go down there and help clear a path out of the city, I need you to go to the safe house and make sure everything is Ok there." Jocky nodded and took off across the city while Ratty turned to Spitfire. "I need you three to gather pegasus troops to you, we need to gain air superiority if we're going to win this thing." "Ok, good luck Ratty." Said Spitfire and with that the three Wonderbolts sped off across the city. Ratty descended to the street and landed gracefully before moving to the nearest fight. It was going to be a long day.

For about ten minutes it looked like the ponies were going to be able to beat back the attack but then Dark Spark showed up on his blasted dragon and _then _Spitfire and Soarin had come back without Fleetfoot after being ambushed by a squadron of griffins. The pony resistance had been pushed back to the huge courtyard that surrounded the skyscraper, which, after the damage done to it by the dragon, looked ready to collapse. So, needless to say Ratty was more than relived when Jocky arrived with Rainbow Dash and Fleetfoot in tow. "How's it going lad?" Called down Jocky as he fired a spell from his necklace that dropped a griffin from the air. "Oh, just swimmingly!" Ratty called back, spin kicking a zebra in the face. At that point one of the barricades the ponies had built fell and the courtyard was flooded with zebra soldiers. Ratty cursed loudly and the group dived into the fray, kicking and firing spells in all directions. The fighting lasted for about a minute before the ponies were beaten back and surrounded. Ratty would have kept fighting if it wasn't for the fact that Dark Spark was stood before them holding Rainbow Dash in a paralysing spell in front of his dragon's jaws. "Surrender!" The dark green unicorn ordered. "Don't do it!" Rainbow told Ratty causing Dark Spark to flick his head and move her closer to the dragon's mouth which snapped loudly making her yelp in fear. Ratty stood defiantly facing down Dark Spark for a moment before Jocky placed a hoof on his shoulder. "You know we can't sacrifice her, she's a wielder of an element of harmony, she's too important." Ratty sighed and nodded. "Ok Dark Spark, we'll do this your way." The dark unicorn smiled and turned to a group of zebras that stood nearby. "Put them in shackles and take them to the chill." He grinned menacingly and Ratty's heart sank. "And then collapse the skyscraper on this pitiful place."


End file.
